Common use of ACCURACY AND ADEQUACY OF INFORMATION SUPPLIED Clause in Contracts

ACCURACY AND ADEQUACY OF INFORMATION SUPPLIED. 13.1 The recitals and schedules (other than Schedule 2) to this Agreement are true and accurate in all material respects. 13.2 Subject to limitations set out in the Prospectus, the statistical and market related data included in the Prospectus are, and the data contained in the Public Offer Documents, and data in the Form of Placing Letter, Form of Sub-underwriting Letter (including but not limited to the data regarding the Offer Price and Offer Shares) are, and any other Placing Documents being reviewed by the Company are based on or derived from sources which the Warrantors believe to be accurate and reliable. 13.3 All information supplied or disclosed in writing or orally by or on behalf of any Group Company and/or any director of any Group Company and/or any of the Warrantors to the Underwriters, the Reporting Accountants, and other professional advisers to the Underwriters for the purposes of the Share Offer (save as subsequently amended or corrected prior to the date hereof) is, at the time when it was given and as of the date hereof, true and accurate in all material respects and not misleading in any material respect and was given in good faith. 13.4 All information requested from the Company by the Reporting Accountants, the Company’s legal advisers, the Underwriters’ legal advisers and the Joint Bookrunners for the purposes of their reports, letters, and certificates to the Company and/or the Underwriters has been supplied to them. No relevant material information was withheld from the Reporting Accountants, the Company’s legal advisers, the Underwriters, the Underwriters’ legal advisers and the Joint Bookrunners and the Company does not disagree (and none of the Directors disagrees) with any respect of the reports, letters or certificates prepared by the Reporting Accountants, the Company’s legal advisers, the Underwriters’ legal advisers and the Joint Bookrunners and the opinions attributed to the Directors in such reports or letters are honestly held by the Directors and are fairly based upon facts within their knowledge after due and careful consideration. 13.5 The replies to the questions and the supporting documents (to the extent that any such data in the supporting document(s) is prepared or provided by the Company or Company’s Affiliate) in respect of the Company or the Company’s Affiliate) set out in the Verification Notes given by or on behalf of the Company or the Directors remain true and accurate in all material respects and not misleading in any material respects and contain all material information and particulars with regard to the subject matter thereof with no omissions of material information. 13.6 All statements of fact (other than the statements made by the Sole Sponsor, the Joint Bookrunners, the Joint Lead Managers and the Public Offer Underwriters which are explicitly contradictory to the information provided by the Company) contained in the Prospectus are and will (at the Prospectus Date, and the other times when the Warranties are repeated pursuant to this Agreement) be accurate and complete in all material respects and not misleading or deceptive in any material respect. The Prospectus does not contain or will (at the Prospectus Date and the other times when the Warranties are repeated pursuant to this Agreement) not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading in the material respect or which are material for disclosure therein. All expressions of opinion or intention of or made by the Warrantors therein (including but not limited to the statements regarding the sufficiency of working capital, use of proceeds, indebtedness, prospects, dividends, material contracts and litigation) are made on reasonable grounds or, where appropriate, reasonable assumptions and are truly and honestly held by the Directors and are fairly based and there are no other material facts known or which could, upon reasonable inquiry, have been known to the Directors, the omission of disclosure therein of which would make any such statement or expression untrue, inaccurate or misleading in any material respect provided that none of the Warrantors makes any representation or warranty with respect to any statement or omission made in reliance upon and in conformity with information relating to the Sole Sponsor, the Joint Bookrunners, the Joint Lead Managers, the Co-Manager or any Underwriters furnished to the Company for use in the Prospectus and any amendment or supplement thereto. 13.7 All forward-looking statements (including all forecasts and estimates) contained in the Prospectus are made after due and proper consideration, are based on relevant assumptions referred to therein and represent reasonable and fair expectations honestly held based on facts known to the Group and/or the Warrantors or any of them and there are no other assumptions on which such forward-looking statements are based other than the assumptions referred to in the Prospectus or which such forecasts ought reasonably to have been based which have not been made. Such forward-looking statements do not omit or neglect to include or take into account of any facts or matters which, to the best knowledge, information and belief of the Warrantors, are or may be material to such forward-looking statements or to the Share Offer. 13.8 Without limiting the generality of the foregoing, the Offer Documents contain or will contain, all particulars and information reasonably necessary to enable an investor to make an informed assessment of the activities, assets and liabilities, financial position, management and prospects of the Group and its profits and losses and of the rights attaching to the Shares and there are no other facts the omission of which would make any statement in the Prospectus or in the Placing Documents misleading in any material respect or which is in the context of the Share Offer material for disclosure. 13.9 The Prospectus, other Public Offer Documents and Placing Documents, as of its issue date and as of the Listing Date, and as amended or supplemented, if applicable, as of the date of such amendment or supplement, do not and as of the Listing Date will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 13.10 The report prepared by the Company in respect of the adequacy of the Group’s working capital and cash flow for the 12-month period after the Prospectus Date has been properly compiled by the Company on the basis of the assumptions stated therein and is presented on a basis consistent with the accounting principles and policies adopted by the Reporting Accountants in relation to the preparation of the Accountants’ Report contained in the Prospectus after making proper provision for all known material liabilities (whether actual or contingent or otherwise); that the assumptions upon which the report are based have been made after due and careful enquiry and are fair and reasonable in the context of the Group and that there are no material facts known or which could on reasonable due and careful enquiry have been known to the Company or the Directors which have not been taken into account in the preparation of the report or the omission of which would make any statement made in such report or any expression of opinion or intention contained or assumption made in such report misleading in any material respects. 13.11 The business histories, interests, qualifications and experience and all the direct and indirect interests of each of the Directors and their respective associates in any of the companies which were parties to transactions required to be disclosed under the generally accepted accounting principles of Hong Kong or the applicable Laws entered into or completed within the last two years immediately preceding the Prospectus Date relating to the business of the Group, or loans to or by, or properties or other assets acquired or disposed of by or leased to or proposed to be acquired or disposed of by or leased to, the Group have been and are properly and accurately disclosed in all material respects in the Prospectus. 13.12 Each of the Public Offer Documents and the Formal Notice complies with all applicable Laws (including the Companies Ordinance, the Companies Act and the Listing Rules) and contain and, when each of them is issued, will contain all information and particulars which is material for disclosure to potential subscriber, purchaser or Underwriters (or sub-underwriters) of the Offer Shares, or for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Group and of the rights attaching to the Shares. In particular (but without prejudice to the foregoing) the sections in the Prospectus headed “Risk factors”, “History and development”, “Reorganisation” and “Business” are true and correct in all material respects and not misleading in any material respect, and sets out all material facts, matters and circumstances which could create, constitute or result in, or relate to, a risk (or risks) for the businesses, profits or assets of the Group, or be a factor which it is necessary to bring to the attention of potential investors to make them aware of and assist them in assessing the potential risks relating to the Group and an investment in the Shares, and that these sections comply in all material respects with the minimum principles set out in the Listing Rules. 13.13 All statements and information provided by or on behalf of the Company in connection with any application or submission to or correspondence with the Stock Exchange are true and accurate in all material respects and are not misleading in any material respect and there are no facts which have not been disclosed to the Stock Exchange in connection with any such application, submission or correspondence which by their omission may make any such statements untrue, inaccurate, incomplete, deceptive or misleading in any material respect or are material for disclosure to the Stock Exchange. 13.14 The Company has obtained written consents (to the extent necessary) from third party companies or entities whose names and logos together with their relationship with the Company have been disclosed in the Prospectus.

ACCURACY AND ADEQUACY OF INFORMATION SUPPLIED. 13.1 The recitals and schedules (other than Schedule 2) to this Agreement are true and accurate in all material respects. 13.2 Subject to limitations set out To the best knowledge of the Warrantors after due and careful inquiry, all statistical or operational information disclosed in the Prospectus, Hong Kong Public Offering Documents as having come from the statistical Group has been derived from the records of the Group using systems and market procedures which incorporate adequate standards of safeguards to ensure that the information is accurate and complete in all material respects and presents fairly the information shown therein. Statistical and market-related data included in the Prospectus are, and Hong Kong Public Offering Documents as having come from a source other than the data contained in the Public Offer Documents, and data in the Form of Placing Letter, Form of Sub-underwriting Letter (including but not limited to the data regarding the Offer Price and Offer Shares) are, and any other Placing Documents being reviewed by the Company Group are based on or derived from sources which the Warrantors believe reasonably and in good faith to be reliable and accurate in all material respects, and reliablesuch data accurately reflects the information or the sources from which they are derived. 13.3 All information information, including translations, supplied or disclosed or made available in writing or orally from time to time (and any new or additional information serving to update or amend such information) which is disclosed or made available by or on behalf of the Company, any Group Company and/or any director director, officer, employee, affiliate or agent of any Group Company and/or any of the Warrantors to the Stock Exchange, the SFC, any applicable Governmental Authority, the Sole Sponsor, the Sponsor-OC, the Overall Coordinators, the Joint Global Coordinators, the Hong Kong Underwriters, the Capital Market Intermediaries, the Reporting Accountants, the Internal Control Consultant, the property valuer and/or legal and other professional advisers advisors to the Overall Coordinators, Hong Kong Underwriters or the Capital Market Intermediaries for the purposes of the Share Offer Global Offering and/or the listing of the Shares on the Stock Exchange (including, without limitation, the answers and documents contained in or referred to in the Verification Notes, the information, answers and documents used as the basis of information contained in each of the Hong Kong Public Offering Documents, the Preliminary Offering Circular and the Formal Notice or provided for or in the course of due diligence or the discharge by the Sole Sponsor of its obligations as a sponsor to the listing of the Company, information and documents provided for the discharge by the Overall Coordinators and the Capital Market Intermediaries of their respective obligations as Overall Coordinators and/or Capital Market Intermediaries under the Code of Conduct and the Listing Rules, and all such information in all written replies to queries from the Stock Exchange, the SFC or any applicable Governmental Authority and any other submission to the Stock Exchange, the SFC or any applicable Governmental Authority in connection with the application for listing of the H Shares given by the Sole Sponsor and parties involved in the Global Offering (save as subsequently amended or corrected prior to the date hereof) is, was at the time when it was given given, and remains as of the date hereof, true and accurate with no omission in all material respects and not misleading in any material respect or deceptive and was given in good faithfaith and all forward-looking statements so supplied or disclosed have been made after due and proper consideration and represent fair and reasonable expectations honestly held, based on facts known to such Group Company and/or such Warrantor and, where appropriate, are based on the assumptions referred to in the Hong Kong Public Offering Documents, provided, however, that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Hong Kong Public Offering Document made based upon information furnished in writing to the Company by or on behalf of the Sole Sponsor, the Sponsor-OC, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters or the Capital Market Intermediaries specifically and solely related to them and expressly for inclusion therein. 13.4 All material information requested from the Company by the Sole Sponsor, the Sponsor-OC, the Overall Coordinators, the Joint Global Coordinators, the Hong Kong Underwriters, the Reporting Accountants, the Company’s legal advisersInternal Control Consultant, the Underwriters’ property valuer, the legal advisers and advisors to the Joint Bookrunners Company, the legal advisors to the Underwriters for the purposes of their advice, reports, letters, and certificates to the Company and/or the Sole Sponsor, the Sponsor-OC, the Overall Coordinators, the Joint Global Coordinators or the Underwriters has been fully supplied in good faith and has not been supplied in any manner that was misleading to themsuch recipients. No relevant material information was withheld from the Reporting Accountants, the Company’s legal advisers, the Underwriters, the Underwriters’ legal advisers and the Joint Bookrunners aforesaid parties and the Company does not disagree (and none of the Directors disagrees) with any respect aspect of the advice, reports, letters or certificates prepared by the Reporting Accountants, the Company’s legal advisers, the Underwriters’ legal advisers and the Joint Bookrunners aforesaid parties and the opinions attributed to the Directors in such advice, reports or letters are honestly held by the Directors and are fairly based upon facts within their knowledge after due and careful consideration. 13.5 Information given, and opinions expressed relating to the Company, the Directors and the Supervisors in the Hong Kong Public Offering Documents and the replies to the Verification Notes relating to the Company, the Directors and the Supervisors have been prepared or approved by persons having appropriate knowledge and responsibility to enable them properly to provide such replies and have been given in good faith after due and careful enquiry. The replies to the questions and the supporting documents (to the extent that any such data in the supporting document(s) is prepared or provided by the Company or Company’s Affiliate) in respect of the Company or the Company’s Affiliate) set out in the Verification Notes given by or on behalf of the Company or the Directors remain true or the Supervisors were so given by persons having appropriate knowledge and duly authorized for such purposes and all such replies have been given in full and in good faith and were, and remain, true, accurate and complete in all material respects and not misleading in any material respects or deceptive and contain all material information and particulars with regard to the subject matter thereof with no material omissions in light of material information. 13.6 All statements the circumstances under which they were given. As of fact (other than the statements made by the Sole Sponsordate of this Agreement, the Joint Bookrunners, the Joint Lead Managers and the Public Offer Underwriters which are explicitly contradictory to the information provided by the Company) contained in the Prospectus are and will (at the Prospectus Date, and the other times when the Warranties are repeated pursuant to this Agreement) be accurate and complete in all material respects and not misleading or deceptive in any material respect. The Prospectus does not contain or will (at the Prospectus Listing Date and the other times when the Warranties are repeated pursuant to this Agreement) Agreement but in each case without taking into account any amendments or supplements subsequent to such date or other times, all statements of fact or other disclosures contained in the Hong Kong Public Offering Documents are and will be complete to the extent required by relevant Listing Rules, true and accurate in all material respects and not misleading or deceptive. 13.6 None of the Hong Kong Public Offering Documents contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading in the material respect or which are material for disclosure thereindeceptive. All expressions of opinion or intention of or made by the Warrantors therein (including but not limited to the statements regarding the sufficiency of working capital, use of proceeds, indebtedness, prospects, dividends, material contracts and litigation) are made on reasonable grounds or, where appropriate, reasonable assumptions and are truly and honestly held by the Directors and are fairly based and there are no other material facts known or which could, upon reasonable inquiry, have been known to the Directors, the omission of disclosure therein of which would make any such statement or expression untrue, inaccurate inaccurate, misleading or misleading deceptive in any material respect provided that none of the Warrantors makes any representation or warranty with respect to any statement or omission made in reliance upon and in conformity with information relating to the Sole Sponsor, the Joint Bookrunners, the Joint Lead Managers, the Co-Manager or any Underwriters furnished to the Company for use in the Prospectus and any amendment or supplement theretorespect. 13.7 All forward-looking statements (including all forecasts and estimates) contained in the Prospectus Hong Kong Public Offering Documents are made after due and proper consideration, are based on relevant assumptions referred to therein and represent reasonable and fair expectations honestly held based on facts known to the Group and/or the Warrantors or any of them and there are no other assumptions on which such forward-looking statements are based other than the assumptions referred to in the Prospectus Hong Kong Public Offering Documents or which such forecasts or estimates ought reasonably to have been based which have not been made. Such forward-looking statements do not omit or neglect to include or take into account of any facts or matters which, to the best knowledge, information and belief of the Warrantors, are or may be material to such forward-looking statements or to the Share Offer. 13.8 Without limiting the generality of the foregoing, the Offer Documents contain or will contain, in all particulars and information reasonably necessary to enable an investor to make an informed assessment of the activities, assets and liabilities, financial position, management and prospects of the Group and its profits and losses and of the rights attaching to the Shares and there are no other facts the omission of which would make any statement in the Prospectus or in the Placing Documents misleading in any material respect or which is in the context of the Share Offer material for disclosure. 13.9 The Prospectus, other Public Offer Documents and Placing Documents, as of its issue date and as of the Listing Date, and as amended or supplemented, if applicable, as of the date of such amendment or supplement, do not and as of the Listing Date will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 13.10 The report prepared by the Company in respect of the adequacy of the Group’s working capital and cash flow for the 12-month period after the Prospectus Date has been properly compiled by the Company on the basis of the assumptions stated therein and is presented on a basis consistent with the accounting principles and policies adopted by the Reporting Accountants in relation to the preparation of the Accountants’ Report contained in the Prospectus after making proper provision for all known material liabilities (whether actual or contingent or otherwise); that the assumptions upon which the report are based have been made after due and careful enquiry and are fair and reasonable in the context of the Group and that there are no material facts known or which could on reasonable due and careful enquiry have been known to the Company or the Directors which have not been taken into account in the preparation of the report or the omission of which would make any statement made in such report or any expression of opinion or intention contained or assumption made in such report misleading in any material respects. 13.11 The business histories, interests, qualifications and experience and all the direct and indirect interests of each of the Directors and their respective associates in any of the companies which were parties to transactions required to be disclosed under the generally accepted accounting principles of Hong Kong or the applicable Laws entered into or completed within the last two years immediately preceding the Prospectus Date relating to the business of the Group, or loans to or by, or properties or other assets acquired or disposed of by or leased to or proposed to be acquired or disposed of by or leased to, the Group have been and are properly and accurately disclosed in all material respects in the Prospectus. 13.12 Each of the Public Offer Documents and the Formal Notice complies with all applicable Laws (including the Companies Ordinance, the Companies Act and the Listing Rules) and contain and, when each of them is issued, will contain all information and particulars which is material for disclosure to potential subscriber, purchaser or Underwriters (or sub-underwriters) of the Offer Shares, or for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Group and of the rights attaching to the Shares. In particular (but without prejudice to the foregoing) the sections in the Prospectus headed “Risk factors”, “History and development”, “Reorganisation” and “Business” are true and correct in all material respects and not misleading in any material respect, and sets out all material facts, matters and circumstances which could create, constitute or result in, or relate to, a risk (or risks) for the businesses, profits or assets of the Group, or be a factor which it is necessary to bring to the attention of potential investors to make them aware of and assist them in assessing the potential risks relating to the Group and an investment in the Shares, and that these sections comply in all material respects with the minimum principles set out in the Listing Rules. 13.13 All statements and information provided by or on behalf of the Company in connection with any application or submission to or correspondence with the Stock Exchange are true and accurate in all material respects and are not misleading in any material respect and there are no facts which have not been disclosed to the Stock Exchange in connection with any such application, submission or correspondence which by their omission may make any such statements untrue, inaccurate, incomplete, deceptive or misleading in any material respect or are material for disclosure to the Stock Exchange. 13.14 The Company has obtained written consents (to the extent necessary) from third party companies or entities whose names and logos together with their relationship with the Company have been disclosed in the Prospectus.

ACCURACY AND ADEQUACY OF INFORMATION SUPPLIED. 13.1 The recitals Recitals and schedules (other than Schedule 2) to this Agreement Schedules are true and accurate in all material respects. 13.2 Subject to limitations and assumptions set out in the Prospectus, the statistical and market related data included in the Prospectus are, and the data contained in the Public Offer Documents, and data in the Form of Placing Letter, Form of Sub-underwriting Letter (including but not limited to the data regarding the Offer Price and Offer Shares) are, and any other Placing Documents being reviewed by the Company are based on or derived from sources which the Warrantors believe to be accurate and reliable. 13.3 All information Save as disclosed in the Prospectus, all information, including translations, supplied or disclosed in writing or orally by or on behalf of any Group Company and/or any director of any Group Company and/or any of the Warrantors to the Sole Sponsor and the Sole Global Coordinator, the Underwriters, the Reporting Accountants, the Internal Controls Consultant, the Industry Consultant, the legal counsel to the Company, the legal Counsel to the Underwriters, and other professional advisers to the Company and the Underwriters for the purposes of the Share Offer Global Offering (save as subsequently amended or corrected prior to the date hereof) is, at the time when it was given and as of the date hereof, true and accurate in all material respects aspects and not misleading in any material respect aspects and was given in good faithfaith and all forward-looking statements so supplied or disclosed have been made after due and proper consideration and represent fair and reasonable expectations honestly held, based on facts known to such Group Company and/or such director and, where appropriate, are based on the limitations and assumptions referred to in the Prospectus. 13.4 All material information requested from the Company by the Reporting Accountants, the Company’s legal advisersInternal Controls Consultant, the Industry Consultant, the legal counsel to the Company, the legal counsel to the Underwriters’ legal , other professional advisers to the Company and the Joint Bookrunners Underwriters, the Sole Sponsor and the Sole Global Coordinator for the purposes of their reports, letters, and certificates to the Company and/or the Underwriters has been supplied to them. No relevant material information was withheld from the Reporting Accountants, the Internal Controls Consultant, the Industry Consultant, the legal counsel to the Company’s legal advisers, the Underwriters, the legal counsel to the Underwriters’ legal , other professional advisers to the Company and the Joint Bookrunners Underwriters, the Sole Sponsor and the Sole Global Coordinator, and the Company does not disagree (and none of the Directors disagrees) with any respect aspect of the reports, letters or certificates prepared by the Reporting Accountants, the Company’s legal advisersInternal Controls Consultant, the Industry Consultant, the legal counsel to the Company, the legal counsel to the Underwriters’ legal , other professional advisers to the Company and the Joint Bookrunners Underwriters, the Sole Sponsor and the Sole Global Coordinator and the opinions attributed to the Directors in such reports reports, letters or letters certificates are honestly held by the Directors and are fairly based upon facts within their knowledge after due and careful consideration. 13.5 The replies to the questions and the supporting documents (to the extent that any such data in the supporting document(s) is prepared or provided by the Company or Company’s Affiliate) in respect of the Company or the Company’s Affiliate) set out in the Verification Notes given by or on behalf of the Company or the Directors remain were so given by persons having appropriate knowledge and duly authorised for such purposes and all such replies have been given in full and in good faith after due and careful enquiry and were, and remain, true and accurate in all material respects aspects and not misleading in any material respects aspects and contain all material information and particulars with regard to the subject matter thereof with no omissions of material informationomissions. 13.6 All statements of fact (other than the statements made by the Sole Sponsor, the Joint Bookrunners, the Joint Lead Managers and the Public Offer Underwriters which are explicitly contradictory to the information provided by the Company) contained in the Prospectus are and will (at the Prospectus Date, Date and the other times when the Warranties are repeated pursuant to this Agreement) be accurate and complete in all material respects and not misleading or deceptive in any material respect. The None of the Prospectus does not contain contains or will (at the Prospectus Date and the other times when the Warranties are repeated pursuant to this Agreement) not contain any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading in the material respect or which are material for disclosure thereinmisleading. All expressions of opinion or intention of or made by the Warrantors therein (including but not limited to the statements regarding the sufficiency of working capital, use of proceeds, indebtedness, prospects, dividends, material contracts and litigation) are made on reasonable grounds or, where appropriate, reasonable assumptions and are truly and honestly held by the Directors and are fairly based and there are no other material facts known or which could, upon reasonable inquiry, have been known to the Directors, the omission of disclosure therein of which would make any such statement or expression untrue, inaccurate or misleading in any material respect provided that none of the Warrantors makes any representation or warranty with respect to any statement or omission made in reliance upon and in conformity with information relating to the Sole Sponsor, the Joint Bookrunners, the Joint Lead Managers, the Co-Manager or any Underwriters Underwriter furnished to the Company in writing by such Underwriter through the Sole Global Coordinator expressly for use in the Prospectus and any amendment or supplement thereto. 13.7 All forward-looking statements (including all forecasts and estimates) contained in the Prospectus are made after due and proper consideration, are based on relevant assumptions referred to therein and represent reasonable and fair expectations honestly held based on facts known to the Group and/or the Warrantors or any of them and there are no other assumptions on which such forward-looking statements are based other than the assumptions referred to in the Prospectus or which such forecasts ought reasonably to have been based which have not been made. Such forward-looking statements do not omit or neglect to include or take into account of any facts or matters which, to the best knowledge, information and belief of the Warrantors, which are or may be material to such forward-looking statements or to the Share OfferGlobal Offering. 13.8 Without limiting the generality of the foregoing, each of the Offer Documents contain or will containProspectus contains, all particulars and information reasonably necessary to enable an investor to make an informed assessment of the activities, assets and liabilities, financial position, management and prospects of the Group and its profits and losses and of the rights attaching to the Shares and there are no other material facts the omission of which would make any statement in the Prospectus or in the Placing Documents misleading in any material respect or which is in the context of the Share Offer Global Offering material for disclosure. 13.9 The Prospectus, other Public Offer Documents and Placing Documents, as of its issue date and as As of the Listing Price Determination Date, and as amended or supplemented, if applicable, as of the date of such amendment or supplement, do not and as of the Listing Date will Prospectus did not include an any untrue statement of a material fact or omit omitted to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 13.10 All expressions of opinion, intention or expectation of the Company and/or the Directors contained in the Prospectus at its date and all other times when the representations and warranties in this Agreement are repeated pursuant to this Agreement are made on reasonable grounds and are and will be truly and honestly held by the Directors and are and will be fairly based and there are and will be no other facts known or which could, upon reasonable inquiry, have been known to the Directors the omission of which would make any such statement or expression untrue, inaccurate or misleading in any material respect or which will or should reasonably be considered material in the context of the Global Offering. 13.11 The report prepared by the Company in respect of the adequacy of the Group’s working capital and cash flow for the 12twelve-month period after the Prospectus Date has been properly compiled by the Company on the basis of the assumptions stated therein and is presented on a basis consistent with the accounting principles and policies adopted by the Reporting Accountants in relation to the preparation of the Accountants’ Accountant’s Report contained in the Prospectus after making proper provision for all known material liabilities (whether actual or contingent or otherwise); that the assumptions upon which the report are based have been made after due and careful enquiry and are fair and reasonable in the context of the Group and that there are no material facts known or which could on reasonable due and careful enquiry have been known to the Company or the Directors which have not been taken into account in the preparation of the report or the omission of which would make any statement made in such report or any expression of opinion or intention contained or assumption made in such report misleading in any material respectsaspects. 13.11 13.12 The Group’s profit estimate covering the period up to the forthcoming financial year end date after the Listing Date has been properly compiled by the Company on the basis of the assumptions stated therein and is presented on a basis consistent with the accounting principles and policies adopted by the Reporting Accountants in relation to the preparation of the Accountant’s Report contained in the Prospectus after making proper provision for all known liabilities (whether actual or contingent or otherwise); that the assumptions upon which the report is based have been made after due and careful enquiry and are fair and reasonable in the context of the Group and that there are no material facts known or which could on due and careful enquiry have been known to the Company or the Directors which have not been taken into account in the preparation of the report or the omission of which would make any statement made in such report or any expression of opinion or intention contained or assumption made in such report misleading in any material aspects. 13.13 The business histories, interests, qualifications and experience and all the direct and indirect interests of each of the Directors and their respective associates in any of the companies which were parties to transactions required to be disclosed under the generally accepted accounting principles of Hong Kong or the applicable Laws entered into or completed within the last two years immediately preceding the Prospectus Date relating to the business of the Group, or loans to or by, or properties or other assets acquired or disposed of by or leased to or proposed to be acquired or disposed of by or leased to, the Group have been and are properly fully and accurately disclosed in all material respects in the Prospectus. 13.12 Each of the 13.14 The Hong Kong Public Offer Offering Documents and the Formal Notice complies in all respects with all applicable Laws (including the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Companies Act Law and the Listing Rules) and contain and, when each of them is issued, will contain all information and particulars which is or might be material for disclosure to potential subscriber, purchaser or Underwriters underwriter (or sub-underwritersunderwriter) of the Hong Kong Offer Shares, or its advisers, or for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Group and of the rights attaching to the Shares. In particular (but without prejudice to the foregoing) the sections in the Prospectus Prospectus, including those headed “Risk factorsFactors”, “History History, Reorganisation and developmentGroup Structure”, “ReorganisationBusiness” and “Business” Financial Information”, are true and true, correct in all material respects and not misleading in any all material respect, and sets out all material facts, matters and circumstances which could create, constitute or result in, or relate to, a risk (or risks) for the businesses, profits or assets of the Group, or be a factor which it is necessary appropriate to bring to the attention of potential investors to make them aware of and assist them in assessing the potential risks relating to the Group and an investment in the Shares, and that these the sections comply in all material respects with the minimum principles set out in the Listing Rules. 13.13 13.15 All statements and information provided by or on behalf of the Company Company, the Subsidiaries, the Warranting Shareholder or their respective directors, officers or employees in connection with any application or submission to or correspondence with the Stock Exchange are true and accurate in all material respects and are not misleading in any material respect and there are no facts which have not been disclosed to the Stock Exchange in connection with any such application, submission or correspondence which which, by their omission omission, may make any such statements untrue, inaccurate, incomplete, deceptive or misleading in any material respect or are material for disclosure to the Stock Exchange. 13.14 13.16 The Company has obtained unequivocal written consents (to the extent necessary) from third party companies or entities whose names and logos together with their relationship with the Company have been disclosed in the Prospectus.

ACCURACY AND ADEQUACY OF INFORMATION SUPPLIED. 13.1 The recitals and schedules (other than Schedule 2) to this Agreement are true and accurate in all material respects. 13.2 Subject to limitations set out in the ProspectusProspectus and the Preliminary Offering Circular, the statistical and market related data included in the Prospectus are, and the data contained in the Public Offer Documents, and data in the Form of Placing Letter, Form of Sub-underwriting Letter (including but not limited to the data regarding the Offer Price and Offer Shares) are, and any other Placing Documents being reviewed by the Company Preliminary Offering Circular are based on or derived from sources which the Warrantors believe to be accurate and reliable. 13.3 All information supplied or disclosed in writing or orally by or on behalf of any member of the Group Company and/or any director of any member of the Group Company and/or any of the Warrantors to the Underwriters, the Reporting Accountants, the Property Valuers and other professional advisers to the Underwriters for the purposes of the Share Offer (save as subsequently amended or corrected prior to the date hereof) is, at the time when it was given and as of the date hereof, Global Offering is true and accurate in all material respects and not misleading in any material respect and was given in good faithfaith and all forward-looking statements so supplied or disclosed have been made after due and proper consideration and, where appropriate, are based on the assumptions referred to in the Prospectus and the Preliminary Offering Circular. 13.4 All information requested from the Company by the Reporting Accountants, the Company’s legal advisers, the Underwriters’ legal advisers Accountants and the Joint Bookrunners Property Valuers for the purposes of their reports, letters, and certificates to the Company and/or the Underwriters has been supplied to them. No relevant material information was withheld from the Reporting Accountants, the Company’s legal advisers, the Underwriters, the Underwriters’ legal advisers Accountants and the Joint Bookrunners Property Valuers and the Company does not disagree (and none of the Directors disagrees) with any respect aspect of the reports, letters or certificates prepared by the Reporting Accountants, the Company’s legal advisers, the Underwriters’ legal advisers Accountants and the Joint Bookrunners Property Valuers and the opinions attributed to the Directors in such reports or letters are honestly held by the Directors and are fairly based upon facts within their knowledge after due and careful consideration. 13.5 The replies to the questions and the supporting documents (to the extent that any such data in the supporting document(s) is prepared or provided by the Company or Company’s Affiliate) in respect of the Company or the Company’s Affiliate) set out in the Verification Notes given by or on behalf of the Company or the Selling Shareholder or the Directors remain were so given by persons having appropriate knowledge and duly authorised for such purposes and all such replies have been given in full and in good faith and were, and remain, true and accurate in all material respects and not misleading in any material respects and contain all material information and particulars with regard to the subject matter thereof with no omissions of material information.omissions, 13.6 All statements None of fact (other than the statements made by the Sole Sponsor, the Joint Bookrunners, the Joint Lead Managers and the Public Offer Underwriters which are explicitly contradictory to the information provided by the Company) contained in the Prospectus are and will (at the Prospectus Date, Documents and the other times when the Warranties are repeated pursuant to this Agreement) be accurate and complete in all material respects and not misleading or deceptive in any material respect. The Prospectus does not contain Preliminary Offering Circular contains or will (at the Prospectus Date and the other times when the Warranties are repeated pursuant to this Agreement) not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading in the material respect or which are material for disclosure therein. All expressions of opinion or intention of or made by the Warrantors therein (including but not limited to the statements regarding the sufficiency of working capital, use of proceeds, indebtedness, prospects, dividends, material contracts and litigation) are made on reasonable grounds or, where appropriate, reasonable assumptions and are truly and honestly held by the Directors and are fairly based and there are .are no other material facts known or which could, upon reasonable inquiry, have been known to the Directors, the omission of disclosure therein of which would make any such statement or expression untrue, inaccurate or misleading in any material respect provided that none of the Warrantors makes any representation or warranty with respect to any statement or omission made in reliance upon and in conformity with information relating to the Sole Sponsor, the Joint Bookrunners, the Joint Lead Managers, the Co-Manager or any Underwriters furnished to the Company for use in the Prospectus and any amendment or supplement theretomisleading. 13.7 All forward-looking statements (including all forecasts and estimates) contained in the Prospectus Public Offer Documents and the Preliminary Offering Circular are made after due and proper consideration, are based on relevant assumptions referred to therein and represent reasonable and fair expectations honestly held based on facts known to the Group and/or the Warrantors or any of them and there are no other assumptions on which such forward-looking statements are based other than the assumptions referred to in the Prospectus or Public Offer Documents and the Preliminary Offering Circular in which such forecasts ought reasonably to have been based which have not been madeforward-looking statements are contained. Such forward-looking statements do not omit or neglect to include or take into account of any facts or matters which, to the best knowledge, information and belief of the Warrantors, which are or may be material to such forward-looking statements or to the Share OfferGlobal Offering. 13.8 Without limiting the generality of the foregoing, each of the Offer Documents contain or will contain, Prospectus and the Preliminary Offering Circular contains all particulars and information reasonably necessary to enable an investor to make an informed assessment of the activities, assets and liabilities, financial position, management and prospects of the Group and its profits and losses and of the rights attaching to the Shares and there are no other facts the omission of which would make any statement in the Prospectus or in the Placing Documents Preliminary Offering Circular misleading in any material respect or which is in the context of the Share Offer Global Offering material for disclosure. 13.9 The Prospectus, other Public Offer Documents and Placing Documents, as of its issue date and as of the Listing Date, and as amended or supplemented, if applicable, as of the date of such amendment or supplement, do not and as of the Listing Date will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 13.10 The report prepared by the Company in respect of the adequacy of the Group’s 's working capital and cash flow for the 12twelve-month period after the date of the Prospectus Date has been properly compiled by the Company on the basis of the assumptions stated therein and is presented on a basis consistent with the accounting principles and policies adopted by the Reporting Accountants in relation to the preparation of the Accountants’ ' Report contained in the Prospectus and the Preliminary Offering Circular after making proper provision for all known material liabilities (whether actual or contingent or otherwise); that the assumptions upon which the report are based have been made after due and careful enquiry and are fair and reasonable in the context of the Group and that there are no material facts known or which could on reasonable due and careful enquiry have been known to the Company or the Directors which have not been taken into account in the preparation of the report or the omission of which would make any statement made in such report or any expression of opinion or intention contained or assumption made in such report misleading in any material respectsmisleading. 13.11 13.10 The business histories, interests, qualifications and experience and all the direct and indirect interests of each of the Directors and their respective associates in any of the companies which were parties to transactions required to be disclosed under the generally accepted accounting principles of Hong Kong or the applicable Laws entered into or completed within the last two years immediately preceding the Prospectus Date relating to the business of the Group, or loans to or by, or properties or other assets acquired or disposed of by or leased to or proposed to be acquired or disposed of by or leased to, the Group have been and are properly and accurately disclosed in all material respects in the Prospectus. 13.12 Each of the Public Offer Documents and the Formal Notice complies with all applicable Laws (including the Companies Ordinance, the Companies Act and the Listing Rules) and contain and, when each of them is issued, will xxxx contain all information and particulars which is material for disclosure required to potential subscribercomply with all statutory and other provisions (including the Companies Ordinance, purchaser or Underwriters (or sub-underwriters) of the Offer Shares, or for the purpose of making an informed assessment of the assets Companies Law and liabilities, financial position, profits and losses, and prospects of the Group and of the rights attaching to the Shares. In particular (but without prejudice to the foregoing) the sections in the Prospectus headed “Risk factors”, “History and development”, “Reorganisation” and “Business” are true and correct in all material respects and not misleading in any material respect, and sets out all material facts, matters and circumstances which could create, constitute or result in, or relate to, a risk (or risks) for the businesses, profits or assets of the Group, or be a factor which it is necessary to bring to the attention of potential investors to make them aware of and assist them in assessing the potential risks relating to the Group and an investment in the Shares, and that these sections comply in all material respects with the minimum principles set out in the Listing Rules) so far as applicable. 13.13 All statements and information provided by or on behalf of the Company in connection with any application or submission to or correspondence with the Stock Exchange are true and accurate in all material respects and are not misleading in any material respect and there are no facts which have not been disclosed to the Stock Exchange in connection with any such application, submission or correspondence which by their omission may make any such statements untrue, inaccurate, incomplete, deceptive or misleading in any material respect or are material for disclosure to the Stock Exchange. 13.14 The Company has obtained written consents (to the extent necessary) from third party companies or entities whose names and logos together with their relationship with the Company have been disclosed in the Prospectus.

ACCURACY AND ADEQUACY OF INFORMATION SUPPLIED. 13.1 The recitals and schedules (other than Schedule 2) to this Agreement are true and accurate in all material respects. 13.2 Subject to limitations set out in the Prospectus, the statistical Statistical and market market-related data included in the Prospectus are, and the data contained in PHIP as having come from a source other than the Public Offer Documents, and data in the Form of Placing Letter, Form of Sub-underwriting Letter (including but not limited to the data regarding the Offer Price and Offer Shares) are, and any other Placing Documents being reviewed by the Company Group are based on or derived from sources which the Company and each of the Warrantors believe reasonably and in good faith to be accurate reliable and reliableaccurate, and such data accurately reflects the information or the sources from which they are derived. 13.3 All information supplied or disclosed in writing or orally by or on behalf of the Company, any Group Company and/or any director other member of any Group Company the Group, the Controlling Shareholder, and/or any of their respective directors, officers, employees, affiliates or agents to the Warrantors Joint Sponsors, the Overall Coordinators, the Underwriters, the Reporting Accountant, the Internal Control Consultant, the legal advisers to the Company, the legal advisers to the Underwriters, the Reporting Accountants, Joint Sponsors and other professional advisers to the Underwriters Overall Coordinators for the purposes of and in connection with the Share Offer Global Offering (including but not limited to for the discharge of the obligations of the Joint Sponsors as sponsor and the respective obligations of the Overall Coordinators and the Underwriters as overall coordinator and/or capital market intermediaries under all applicable Laws, including, but not limited to, the Code of Conduct and the Listing Rules) and all such information in all written replies to queries from the Stock Exchange, the SFC and any other submission to the Stock Exchange in connection with the application for listing of the Shares given by the Joint Sponsors and parties involved in the Global Offering (save as subsequently amended or corrected prior to the date hereof) is, was at the time when it was given given, and remains as of the date hereof, true and accurate in all material respects with no material omission in all aspects and not misleading or deceptive in any material respect aspects and was given in good faithfaith and all forward-looking statements so supplied or disclosed have been made after due and proper consideration and represent fair and reasonable expectations honestly held, based on facts known to such Group Company and/or such Warrantor and, where appropriate, are based on the assumptions referred to in the Prospectus and the PHIP. 13.4 All information requested from the Company by the Reporting AccountantsJoint Sponsors, the Company’s legal advisersOverall Coordinators, the Underwriters’ , the Reporting Accountant, the Internal Control Consultant, the legal advisers to the Company, the legal advisers to the Underwriters, the Joint Sponsors and the Joint Bookrunners Overall Coordinators for the purposes of their advice, reports, letters, and certificates to the Company and/or the Joint Sponsors, the Overall Coordinators or the Underwriters has been fully supplied in good faith and has not been supplied in any manner that was misleading to themsuch recipients. No relevant material information was withheld from the Reporting Accountants, the Company’s legal advisers, the Underwriters, the Underwriters’ legal advisers and the Joint Bookrunners aforesaid parties and the Company does not disagree (and none of the Directors disagrees) with any respect aspect of the advice, reports, letters or certificates prepared by the Reporting Accountants, the Company’s legal advisers, the Underwriters’ legal advisers and the Joint Bookrunners aforesaid parties and the opinions attributed to the Directors in such advice, reports or letters are honestly held by the Directors and are fairly based upon facts within their knowledge after due and careful consideration. 13.5 The replies to the questions and the supporting documents (to the extent that any such data in the supporting document(s) is prepared or provided by the Company or Company’s Affiliate) in respect of the Company or the Company’s Affiliate) set out in the Verification Notes given by or on behalf of the Company or the Directors remain true were so given by persons having appropriate knowledge and duly authorised for such purposes and all such replies have been given in full and in good faith and were, and remain, true, accurate and complete in all material respects aspects and not misleading or deceptive in any material respects aspect and contain all material information and particulars with regard to the subject matter thereof with no omissions omissions. As at the date of this Agreement, the Listing Date and the other times when the Warranties are repeated pursuant to this Agreement but in each case without taking into account any amendments or supplements subsequent to such date or other times, all statements of fact contained in the Prospectus and the PHIP are and will be accurate and complete in all material informationrespects and not misleading or deceptive in any respect. 13.6 All statements of fact (or other than the statements made by the Sole Sponsor, the Joint Bookrunners, the Joint Lead Managers and the Public Offer Underwriters which are explicitly contradictory to the information provided by the Company) disclosures contained in the Prospectus and the PHIP are and will (at the date of this Agreement, the Prospectus Date, Date and the other times when the Warranties are repeated pursuant to this Agreement) be accurate and complete in all material respects and not misleading or deceptive in any material respect. The Prospectus does not contain or will (at the Prospectus Date and the other times when the Warranties are repeated pursuant to this Agreement) not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading in the material respect or which are material for disclosure therein. All expressions of opinion or intention of or made by the Warrantors therein (including but not limited to the statements regarding the sufficiency of working capital, use of proceeds, indebtedness, prospects, dividends, material contracts and litigation) are made on reasonable grounds or, where appropriate, reasonable assumptions and are truly and honestly held by the Directors and are fairly based and there are no other material facts known or which could, upon reasonable inquiry, have been known to the Directors, the omission of disclosure therein of which would make any such statement or expression untrue, or inaccurate in any material respect, or misleading or deceptive in any material respect provided that none of the Warrantors makes any representation or warranty with respect to any statement or omission made in reliance upon and in conformity with information relating to the Sole Sponsorname, the Joint Bookrunnersaddress, the Joint Lead Managers, the Co-Manager or status and description of any Underwriters Underwriter furnished to the Company in writing by such Underwriter through the Overall Coordinators or the Joint Sponsors expressly for use in the Prospectus and the PHIP and any amendment or supplement thereto. 13.7 All forward-looking statements (including all forecasts and estimates) contained in the Prospectus and the PHIP are made after due and proper consideration, are based on relevant assumptions referred to therein and represent reasonable and fair expectations honestly held based on facts known to the Group and/or the Warrantors or any of them and there are no other assumptions on which such forward-looking statements are based other than the assumptions referred to in the Prospectus or which such forecasts ought reasonably to have been based which have not been made. Such forward-looking statements do not omit or neglect to include or take into account of any facts or matters which, to the best knowledge, information and belief of the Warrantors, which are or may be material to such forward-looking statements or to the Share OfferGlobal Offering. 13.8 Without limiting the generality of the foregoing, each of the Offer Hong Kong Public Offering Documents contain or will contain, and the PHIP contains all material particulars and information reasonably necessary to enable an investor to make an informed assessment of the activities, assets and liabilities, financial position, management and prospects of the Group and its profits and losses and of the rights attaching to the Shares and there are no other facts the omission of which would make any statement in the Prospectus or in Hong Kong Public Offering Documents and the Placing Documents misleading PHIP misleading, deceptive, inaccurate in any material respect or which is in the context of the Share Offer material for disclosureGlobal Offering material. 13.9 The ProspectusAll expressions of opinion, other Public Offer Documents and Placing Documents, as of its issue date and as of the Listing Date, and as amended intention or supplemented, if applicable, as of the date of such amendment or supplement, do not and as of the Listing Date will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 13.10 The report prepared by the Company in respect of the adequacy of the Group’s working capital and cash flow for the 12-month period after the Prospectus Date has been properly compiled by the Company on the basis of the assumptions stated therein and is presented on a basis consistent with the accounting principles and policies adopted by the Reporting Accountants in relation to the preparation of the Accountants’ Report expectation contained in the Prospectus after making proper provision for and the PHIP at the date of their respective dates, the Applicable Date and all known material liabilities (whether actual or contingent or otherwise); that other times when the assumptions upon which the report representations and warranties in this Agreement are based have been repeated pursuant to this Agreement are made after due and careful enquiry on reasonable grounds and are fair and reasonable in will be truly and honestly held by the context of the Group Directors and that are and will be fairly based and there are and will be no material other facts known or which could on could, upon reasonable due and careful enquiry inquiry, have been known to the Company or the Directors which have not been taken into account in the preparation of the report or the omission of which would make any such statement made in such report or any expression of opinion untrue, inaccurate, misleading or intention contained or assumption made in such report misleading deceptive in any respect or which will or should reasonably be considered material respectsin the context of the Global Offering. 13.11 13.10 The business histories, interests, qualifications and experience and all the direct and indirect interests of each of the Directors and their respective associates in any of the companies which were parties to transactions required to be disclosed under the generally accepted accounting principles of Hong Kong or the applicable Laws entered into or completed within the last two years immediately preceding the date of the Prospectus Date relating to the business of the Group, or loans to or by, or properties or other assets acquired or disposed of by or leased to or proposed to be acquired or disposed of by or leased to, the Group have been and are properly fully and accurately disclosed in all material respects in the ProspectusProspectus and the PHIP. 13.12 Each of the 13.11 The Hong Kong Public Offer Offering Documents and the Formal Notice complies PHIP comply in all respects with all applicable Laws (including the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Companies Act Law and the Listing Rules) and contain and, when each of them is issued, will contain all information and particulars which is or might be material for disclosure to potential subscriber, purchaser or Underwriters underwriter (or sub-underwritersunderwriter) of the Offer Shares, or its advisers, or for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Group and of the rights attaching to the Shares. In particular (but without prejudice to the foregoing) the sections in the Prospectus headed “Risk factors”, “History History, Reorganization and developmentCorporate Structure”, “ReorganisationBusiness” and “BusinessConnected transactions” are true and correct in all material respects and not misleading in any material respector deceptive, and sets set out all material facts, matters and circumstances which could create, constitute or result in, or relate to, a risk (or risks) for the businesses, profits or assets of the Group, or be a factor which it is necessary appropriate to bring to the attention of potential investors to make them aware of and assist them in assessing the potential risks relating to the Group and an investment in the Shares, and that these sections comply in all material respects with the minimum principles set out in of the Listing Rules. 13.12 The statements relating to the total amount of fees paid or payable to the Joint Sponsors, and the aggregate of the fees and the ratio of fixed and discretionary fees paid or payable to the Underwriters contained in each of the Hong Kong Public Offering Documents and the Disclosure Package are complete, true and accurate in all material respect and not misleading. 13.13 All statements statements, representations and information provided by or through or on behalf of the Company Company, any other member of the Group, the Controlling Shareholder, and/or any of the directors and senior management of the Group, in response to queries and comments raised by, or in connection with any application or submission to or correspondence with the Stock Exchange and the SFC were and are complete, true and accurate in all material respects and were and are not misleading or deceptive in any material respect and there are no facts which have not been disclosed to the Stock Exchange and the SFC in connection with any such application, submission or correspondence which which, by their omission omission, may make any such statements untrue, inaccurate, incomplete, deceptive or misleading in any material respect or are material for disclosure to the Stock ExchangeExchange and the SFC. 13.14 All public notices, announcements and advertisements in connection with the Global Offering (including, without limitation, the Formal Notice and the OC Announcement) and all filings and submissions provided by or on behalf of the Company, any other member of the Group, the Controlling Shareholder, and/or any of their respective directors, officers, employees, affiliates or agents, to the Stock Exchange, the SFC and any applicable Governmental Authority have complied or will comply with all applicable Laws. 13.15 The Company has obtained unequivocal written consents (to the extent necessary) from third party companies or entities whose names and logos together with their relationship with the Company have been disclosed in the ProspectusHong Kong Public Offering Documents and the PHIP.

ACCURACY AND ADEQUACY OF INFORMATION SUPPLIED. 13.1 The recitals and schedules (other than Schedule 2) to this Agreement are true and accurate in all material respects. 13.2 Subject to limitations set out in the Prospectus, the statistical Statistical and market market-related data included in the Prospectus are, and as having come from a source other than the data contained in the Public Offer Documents, and data in the Form of Placing Letter, Form of Sub-underwriting Letter (including but not limited to the data regarding the Offer Price and Offer Shares) are, and any other Placing Documents being reviewed by the Company Group are based on or derived from sources which the Company and each of the Warrantors believe reasonably and in good faith to be accurate reliable and reliableaccurate, and such data accurately reflects the information or the sources from which they are derived. 13.3 All information supplied or disclosed in writing or orally by or on behalf of the Company, any Group Company and/or any director other member of any Group Company the Group, the Controlling Shareholder, and/or any of their respective directors, officers, employees, affiliates or agents to the Warrantors to Sole Sponsor, the Sole Overall Coordinator, the Underwriters, the Reporting Accountants, and other professional the Internal Control Consultant, the legal advisers to the Underwriters Company, the legal advisers to the Underwriters, the Sole Sponsor and the Sole Overall Coordinator for the purposes of and in connection with the Share Offer Global Offering (including but not limited to for the discharge of the obligations of the Sole Sponsor as sponsor and the respective obligations of the Sole Overall Coordinator and the Underwriters as overall coordinator and/or capital market intermediaries under all applicable Laws, including, but not limited to, the Code of Conduct and the Listing Rules) and all such information in all written replies to queries from the Stock Exchange, the SFC, CSRC and any other submission to the Stock Exchange in connection with the application for listing of the Shares given by the Sole Sponsor and parties involved in the Global Offering (save as subsequently amended or corrected prior to the date hereof) is, was at the time when it was given given, and remains as of the date hereof, true and accurate in all material respects with no material omission in all aspects and not misleading or deceptive in any material respect aspects and was given in good faithfaith and all forward-looking statements so supplied or disclosed have been made after due and proper consideration and represent fair and reasonable expectations honestly held, based on facts known to such Group Company and/or such Warrantor and, where appropriate, are based on the assumptions referred to in the Prospectus. 13.4 All information requested from the Company by the Sole Sponsor, the Sole Overall Coordinator, the Underwriters, the Reporting Accountants, the Company’s legal advisersInternal Control Consultant, the Underwriters’ legal advisers to the Company, the legal advisers to the Underwriters, the Sole Sponsor and the Joint Bookrunners Sole Overall Coordinator for the purposes of their advice, reports, letters, and certificates to the Company and/or the Sole Sponsor, the Sole Overall Coordinator or the Underwriters has been fully supplied in good faith and has not been supplied in any manner that was misleading to themsuch recipients. No relevant material information was withheld from the Reporting Accountants, the Company’s legal advisers, the Underwriters, the Underwriters’ legal advisers and the Joint Bookrunners aforesaid parties and the Company does not disagree (and none of the Directors disagrees) with any respect aspect of the advice, reports, letters or certificates prepared by the Reporting Accountants, the Company’s legal advisers, the Underwriters’ legal advisers and the Joint Bookrunners aforesaid parties and the opinions attributed to the Directors in such advice, reports or letters are honestly held by the Directors and are fairly based upon facts within their knowledge after due and careful consideration. 13.5 The replies to the questions and the supporting documents (to the extent that any such data in the supporting document(s) is prepared or provided by the Company or Company’s Affiliate) in respect of the Company or the Company’s Affiliate) set out in the Verification Notes given by or on behalf of the Company or the Directors remain true were so given by persons having appropriate knowledge and duly authorised for such purposes and all such replies have been given in full and in good faith and were, and remain, true, accurate and complete in all material respects aspects and not misleading or deceptive in any material respects aspect and contain all material information and particulars with regard to the subject matter thereof with no omissions omissions. As at the date of this Agreement, the Listing Date and the other times when the Warranties are repeated pursuant to this Agreement but in each case without taking into account any amendments or supplements subsequent to such date or other times, all statements of fact contained in the Prospectus are and will be accurate and complete in all material informationrespects and not misleading or deceptive in any material respect. 13.6 All statements of fact (or other than the statements made by the Sole Sponsor, the Joint Bookrunners, the Joint Lead Managers and the Public Offer Underwriters which are explicitly contradictory to the information provided by the Company) disclosures contained in the Prospectus are and will (at the date of this Agreement, the Prospectus Date, Date and the other times when the Warranties are repeated pursuant to this Agreement) be accurate and complete in all material respects and not misleading or deceptive in any material respect. The Prospectus does not contain or will (at the Prospectus Date and the other times when the Warranties are repeated pursuant to this Agreement) not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading in the material respect or which are material for disclosure therein. All expressions of opinion or intention of or made by the Warrantors therein (including but not limited to the statements regarding the sufficiency of working capital, use of proceeds, indebtedness, prospects, dividends, material contracts and litigation) are made on reasonable grounds or, where appropriate, reasonable assumptions and are truly and honestly held by the Directors and are fairly based and there are no other material facts known or which could, upon reasonable inquiry, have been known to the Directors, the omission of disclosure therein of which would make any such statement or expression untrue, or inaccurate in any material respect, or misleading or deceptive in any material respect provided that none of the Warrantors makes any representation or warranty with respect to any statement or omission made in reliance upon and in conformity with information relating to the Sole Sponsorname, the Joint Bookrunnersaddress, the Joint Lead Managers, the Co-Manager or status and description of any Underwriters Underwriter furnished to the Company in writing by such Underwriter through the Sole Overall Coordinator or the Sole Sponsor expressly for use in the Prospectus and any amendment or supplement thereto. 13.7 All forward-looking statements (including all forecasts and estimates) contained in the Prospectus are made after due and proper consideration, are based on relevant assumptions referred to therein and represent reasonable and fair expectations honestly held based on facts known to the Group and/or the Warrantors or any of them and there are no other assumptions on which such forward-looking statements are based other than the assumptions referred to in the Prospectus or which such forecasts ought reasonably to have been based which have not been made. Such forward-looking statements do not omit or neglect to include or take into account of any facts or matters which, to the best knowledge, information and belief of the Warrantors, which are or may be material to such forward-looking statements or to the Share OfferGlobal Offering. 13.8 Without limiting the generality of the foregoing, each of the Offer Documents contain or will contain, Prospectus contains all material particulars and information reasonably necessary to enable an investor to make an informed assessment of the activities, assets and liabilities, financial position, management and prospects of the Group and its profits and losses and of the rights attaching to the Shares and there are no other facts the omission of which would make any statement in the Prospectus or in the Placing Documents misleading misleading, deceptive, inaccurate in any material respect or which is in the context of the Share Offer material for disclosureGlobal Offering material. 13.9 The ProspectusAll expressions of opinion, other Public Offer Documents and Placing Documents, as of its issue date and as of the Listing Date, and as amended intention or supplemented, if applicable, as of the date of such amendment or supplement, do not and as of the Listing Date will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 13.10 The report prepared by the Company in respect of the adequacy of the Group’s working capital and cash flow for the 12-month period after the Prospectus Date has been properly compiled by the Company on the basis of the assumptions stated therein and is presented on a basis consistent with the accounting principles and policies adopted by the Reporting Accountants in relation to the preparation of the Accountants’ Report expectation contained in the Prospectus after making proper provision for at the date of their respective dates, the Applicable Date and all known material liabilities (whether actual or contingent or otherwise); that other times when the assumptions upon which the report representations and warranties in this Agreement are based have been repeated pursuant to this Agreement are made after due and careful enquiry on reasonable grounds and are fair and reasonable in will be truly and honestly held by the context of the Group Directors and that are and will be fairly based and there are and will be no material other facts known or which could on could, upon reasonable due and careful enquiry inquiry, have been known to the Company or the Directors which have not been taken into account in the preparation of the report or the omission of which would make any such statement made in such report or any expression of opinion untrue, inaccurate, misleading or intention contained or assumption made in such report misleading deceptive in any material respectsrespect or which will or should reasonably be considered material in the context of the Global Offering. 13.11 13.10 The business histories, interests, qualifications and experience and all the direct and indirect interests of each of the Directors and their respective associates in any of the companies which were parties to transactions required to be disclosed under the generally accepted accounting principles of Hong Kong or the applicable Laws entered into or completed within the last two years immediately preceding the date of the Prospectus Date relating to the business of the Group, or loans to or by, or properties or other assets acquired or disposed of by or leased to or proposed to be acquired or disposed of by or leased to, the Group have been and are properly fully and accurately disclosed in all material respects in the Prospectus. 13.12 Each of the Public Offer Documents and the Formal Notice complies 13.11 The Prospectus comply in all material respects with all applicable Laws (including the Companies Ordinance, the Companies Act (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules) and contain and, when each of them is issued, will contain all information and particulars which is or might be material for disclosure to potential subscriber, purchaser or Underwriters underwriter (or sub-underwritersunderwriter) of the Offer Shares, or its advisers, or for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Group and of the rights attaching to the Shares. In particular (but without prejudice to the foregoing) the sections in the Prospectus headed “Risk factorsFactors”, “History History, Reorganization and developmentCorporate Structure”, “ReorganisationBusiness” and “BusinessContinuing Connected transactions” are true and correct in all material respects and not misleading in any material respector deceptive, and sets set out all material facts, matters and circumstances which could create, constitute or result in, or relate to, a risk (or risks) for the businesses, profits or assets of the Group, or be a factor which it is necessary appropriate to bring to the attention of potential investors to make them aware of and assist them in assessing the potential risks relating to the Group and an investment in the Shares, and that these sections comply in all material respects with the minimum principles set out in of the Listing Rules. 13.12 The statements relating to the total amount of fees paid or payable to the Sole Sponsor, and the aggregate of the fees and the ratio of fixed and discretionary fees paid or payable to the Underwriters contained in each of the Prospectus and the Disclosure Package are complete, true and accurate in all material respect and not misleading. 13.13 All statements statements, representations and information provided by or through or on behalf of the Company Company, any other member of the Group, the Controlling Shareholder, and/or any of the directors and senior management of the Group, in response to queries and comments raised by, or in connection with any application or submission to or correspondence with the Stock Exchange Exchange, the SFC and CSRC were and are complete, true and accurate in all material respects and were and are not misleading or deceptive in any material respect and there are no facts which have not been disclosed to the Stock Exchange Exchange, the SFC and CSRC in connection with any such application, submission or correspondence which which, by their omission omission, may make any such statements untrue, inaccurate, incomplete, deceptive or misleading in any material respect or are material for disclosure to the Stock Exchange, the SFC and CSRC. 13.14 All public notices, announcements and advertisements in connection with the Global Offering (including, without limitation, the Formal Notice and the OC Announcement) and all filings and submissions provided by or on behalf of the Company, any other member of the Group, the Controlling Shareholder, and/or any of their respective directors, officers, employees, affiliates or agents, to the Stock Exchange, the SFC, CSRC and any applicable Governmental Authority have complied or will comply with all applicable Laws. 13.15 The Company has obtained unequivocal written consents (to the extent necessary) from third party companies or entities whose names and logos together with their relationship with the Company have been disclosed in the Prospectus.

ACCURACY AND ADEQUACY OF INFORMATION SUPPLIED. 13.1 The recitals and schedules (other than Schedule 2) to this Agreement are true and accurate in all material respects. 13.2 Subject to limitations set out in the Prospectus, the Preliminary Offering Circular and the Final Offering Circular, the statistical and market related data included in the Prospectus areProspectus, the Preliminary Offering Circular and the data contained in the Public Offer Documents, and data in the Form of Placing Letter, Form of Sub-underwriting Letter (including but not limited to the data regarding the Offer Price and Offer Shares) are, and any other Placing Documents being reviewed by the Company Final Offering Circular are based on or derived from sources which the Warrantors believe to be accurate and reliable. 13.3 All information supplied or disclosed in writing or orally by or on behalf of any member of the Group Company and/or any director of any member of the Group Company and/or any of the Warrantors to the Underwriters, the Reporting Accountants, the Property Valuers and other professional advisers to the Underwriters for the purposes of the Share Offer (save as subsequently amended or corrected prior to the date hereof) is, at the time when it was given and as of the date hereof, Global Offering is true and accurate in all material respects and not misleading in any material respect and was given in good faithfaith and all forward-looking statements so supplied or disclosed have been made after due and proper consideration and, where appropriate, are based on the assumptions referred to in the Prospectus, the Preliminary Offering Circular and the Final Offering Circular. 13.4 All information requested from the Company by the Reporting Accountants, the Company’s legal advisers, the Underwriters’ legal advisers Accountants and the Joint Bookrunners Property Valuers for the purposes of their reports, letters, and certificates to the Company and/or the Underwriters has been supplied to them. No relevant material information was withheld from the Reporting Accountants, the Company’s legal advisers, the Underwriters, the Underwriters’ legal advisers Accountants and the Joint Bookrunners Property Valuers and the Company does not disagree (and none of the Directors disagrees) with any respect aspect of the reports, letters or certificates prepared by the Reporting Accountants, the Company’s legal advisers, the Underwriters’ legal advisers Accountants and the Joint Bookrunners Property Valuers and the opinions attributed to the Directors in such reports or letters are honestly held by the Directors and are fairly based upon facts within their knowledge after due and careful consideration. 13.5 The replies to the questions and the supporting documents (to the extent that any such data in the supporting document(s) is prepared or provided by the Company or Company’s Affiliate) in respect of the Company or the Company’s Affiliate) set out in the Verification Notes given by or on behalf of the Company or the Selling Shareholder or the Directors remain were so given by persons having appropriate knowledge and duly authorised for such purposes and all such replies have been given in full and in good faith and were, and remain, true and accurate in all material respects and not misleading in any material respects and contain all material information and particulars with regard to the subject matter thereof with no omissions of material informationomissions. 13.6 All statements None of fact (other than the statements made by the Sole Sponsor, the Joint Bookrunners, the Joint Lead Managers and the Public Offer Underwriters which are explicitly contradictory to Documents, the information provided by the Company) contained in the Prospectus are and will (at the Prospectus Date, Preliminary Offering Circular and the other times when the Warranties are repeated pursuant to this Agreement) be accurate and complete in all material respects and not misleading or deceptive in any material respect. The Prospectus does not Final Offering Circular contain or will (at the Prospectus Date and the other times when the Warranties are repeated pursuant to this Agreement) not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading in the material respect or which are material for disclosure therein. All expressions of opinion or intention of or made by the Warrantors therein (including but not limited to the statements regarding the sufficiency of working capital, use of proceeds, indebtedness, prospects, dividends, material contracts and litigation) are made on reasonable grounds or, where appropriate, reasonable assumptions and are truly and honestly held by the Directors and are fairly based and there are no other material facts known or which could, upon reasonable inquiry, have been known to the Directors, the omission of disclosure therein of which would make any such statement or expression untrue, inaccurate or misleading in any material respect provided that none of the Warrantors makes any representation or warranty with respect to any statement or omission made in reliance upon and in conformity with information relating to the Sole Sponsor, the Joint Bookrunners, the Joint Lead Managers, the Co-Manager or any Underwriters furnished to the Company for use in the Prospectus and any amendment or supplement theretomisleading. 13.7 All forward-looking statements (including all forecasts and estimates) contained in the Prospectus Prospectus, the Preliminary Offering Circular and the Final Offering Circular are made after due and proper consideration, are based on relevant assumptions referred to therein and represent reasonable and fair expectations honestly held based on facts known to the Group and/or the Warrantors or any of them and there are will be no other assumptions on which such forward-looking statements are based other than the assumptions referred to in the Prospectus or Public Offer Documents, the Preliminary Offering Circular and the Final Offering Circular in which such forecasts ought reasonably to have been based which have not been madeforward-looking statements are contained. Such forward-looking statements do not omit or neglect to include or take into account of any facts or matters which, to the best knowledge, information and belief of the Warrantors, which are or may be material to such forward-looking statements or to the Share OfferGlobal Offering. 13.8 Without limiting the generality of the foregoing, each of the Offer Documents contain or will containProspectus, the Preliminary Offering Circular and the Final Offering Circular contains all particulars and information reasonably necessary to enable an investor to make an informed assessment of the activities, assets and liabilities, financial position, management and prospects of the Group and its profits and losses and of the rights attaching to the Shares and there are no other facts the omission of which would make any statement in the Prospectus Prospectus, the Preliminary Offering Circular or in the Placing Documents Final Offering Circular misleading in any material respect or which is in the context of the Share Offer Global Offering material for disclosure. 13.9 The Prospectus, other Public Offer Documents and Placing Documents, as of its issue date and as of the Listing Date, and as amended or supplemented, if applicable, as of the date of such amendment or supplement, do not and as of the Listing Date will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 13.10 The report prepared by the Company in respect of the adequacy of the Group’s 's working capital and cash flow for the 12twelve-month period after the date of the Prospectus Date has been properly compiled by the Company on the basis of the assumptions stated therein and is presented on a basis consistent with the accounting principles and policies adopted by the Reporting Accountants in relation to the preparation of the Accountants’ ' Report contained in the Prospectus Prospectus, the Preliminary Offering Circular and the Final Offering Circular after making proper provision for all known material liabilities (whether actual or contingent or otherwise); that the assumptions upon which the report are based have been made after due and careful enquiry and are fair and reasonable in the context of the Group and that there are no material facts known or which could on reasonable due and careful enquiry have been known to the Company or the Directors which have not been taken into account in the preparation of the report or the omission of which would make any statement made in such report or any expression of opinion or intention contained or assumption made in such report misleading in any material respectsmisleading. 13.11 13.10 The business histories, interests, qualifications and experience and all the direct and indirect interests of each of the Directors and their respective associates in any of the companies which were parties to transactions required to be disclosed under the generally accepted accounting principles of Hong Kong or the applicable Laws entered into or completed within the last two years immediately preceding the Prospectus Date relating to the business of the Group, or loans to or by, or properties or other assets acquired or disposed of by or leased to or proposed to be acquired or disposed of by or leased to, the Group have been and are properly and accurately disclosed in all material respects in the Prospectus. 13.12 Each of the Public Offer Documents and the Formal Notice complies with all applicable Laws (including the Companies Ordinance, the Companies Act and the Listing Rules) and contain and, when each of them is issued, will contain all information and particulars which is material for disclosure required to potential subscribercomply with all statutory and other provisions (including the Companies Ordinance, purchaser or Underwriters (or sub-underwriters) of the Offer Shares, or for the purpose of making an informed assessment of the assets Companies Law and liabilities, financial position, profits and losses, and prospects of the Group and of the rights attaching to the Shares. In particular (but without prejudice to the foregoing) the sections in the Prospectus headed “Risk factors”, “History and development”, “Reorganisation” and “Business” are true and correct in all material respects and not misleading in any material respect, and sets out all material facts, matters and circumstances which could create, constitute or result in, or relate to, a risk (or risks) for the businesses, profits or assets of the Group, or be a factor which it is necessary to bring to the attention of potential investors to make them aware of and assist them in assessing the potential risks relating to the Group and an investment in the Shares, and that these sections comply in all material respects with the minimum principles set out in the Listing Rules) so far as applicable. 13.13 All statements and information provided by or on behalf of the Company in connection with any application or submission to or correspondence with the Stock Exchange are true and accurate in all material respects and are not misleading in any material respect and there are no facts which have not been disclosed to the Stock Exchange in connection with any such application, submission or correspondence which by their omission may make any such statements untrue, inaccurate, incomplete, deceptive or misleading in any material respect or are material for disclosure to the Stock Exchange. 13.14 The Company has obtained written consents (to the extent necessary) from third party companies or entities whose names and logos together with their relationship with the Company have been disclosed in the Prospectus.

ACCURACY AND ADEQUACY OF INFORMATION SUPPLIED. 13.1 The recitals Recitals and schedules (other than Schedule 2) to this Agreement Schedules are true and accurate in all material respects. 13.2 Subject to limitations and assumptions set out in the ProspectusProspectus and Offering Circular, the statistical and market related data included in the Prospectus and Offering Circular are, and the data contained in the Public Offer Documents, and data in the Form of Placing Letter, Form of Sub-underwriting Letter (including but not limited to the data regarding the Offer Price and Offer Shares) are, and any other Placing Documents being reviewed by the Company are based on or derived from sources which the Warrantors believe to be accurate and reliable. 13.3 All information Save as disclosed in the Prospectus and Offering Circular, all information, including translations, supplied or disclosed in writing or orally by or on behalf of any Group Company and/or any director of any Group Company and/or any of the Warrantors to the Sole Sponsor and the Sole Global Coordinator, the Underwriters, the Reporting Accountants, the Internal Controls Consultant, the Industry Consultant, the legal counsel to the Company, the legal Counsel to the Underwriters, and other professional advisers to the Company and the Underwriters for the purposes of the Share Offer Global Offering (save as subsequently amended or corrected prior to the date hereof) is, at the time when it was given and as of the date hereof, true and accurate in all material respects aspects and not misleading in any material respect aspects and was given in good faithfaith and all forward- looking statements so supplied or disclosed have been made after due and proper consideration and represent fair and reasonable expectations honestly held, based on facts known to such Group Company and/or such director and, where appropriate, are based on the limitations and assumptions referred to in the Prospectus and Offering Circular. 13.4 All material information requested from the Company by the Reporting Accountants, the Company’s legal advisersInternal Controls Consultant, the Industry Consultant, the legal counsel to the Company, the legal counsel to the Underwriters’ legal , other professional advisers to the Company and the Joint Bookrunners Underwriters, the Sole Sponsor and the Sole Global Coordinator for the purposes of their reports, letters, and certificates to the Company and/or the Underwriters has been supplied to them. No relevant material information was withheld from the Reporting Accountants, the Internal Controls Consultant, the Industry Consultant, the legal counsel to the Company’s legal advisers, the Underwriters, the legal counsel to the Underwriters’ legal , other professional advisers to the Company and the Joint Bookrunners Underwriters, the Sole Sponsor and the Sole Global Coordinator, and the Company does not disagree (and none of the Directors disagrees) with any respect aspect of the reports, letters or certificates prepared by the Reporting Accountants, the Company’s legal advisersInternal Controls Consultant, the Industry Consultant, the legal counsel to the Company, the legal counsel to the Underwriters’ legal , other professional advisers to the Company and the Joint Bookrunners Underwriters, the Sole Sponsor and the Sole Global Coordinator and the opinions attributed to the Directors in such reports reports, letters or letters certificates are honestly held by the Directors and are fairly based upon facts within their knowledge after due and careful consideration. 13.5 The replies to the questions and the supporting documents (to the extent that any such data in the supporting document(s) is prepared or provided by the Company or Company’s Affiliate) in respect of the Company or the Company’s Affiliate) set out in the Verification Notes given by or on behalf of the Company or the Directors remain were so given by persons having appropriate knowledge and duly authorised for such purposes and all such replies have been given in full and in good faith after due and proper enquiry and were, and remain, true and accurate in all material respects aspects and not misleading in any material respects aspects and contain all material information and particulars with regard to the subject matter thereof with no omissions of material informationomissions. 13.6 All statements of fact (other than the statements made by the Sole Sponsor, the Joint Bookrunners, the Joint Lead Managers and the Public Offer Underwriters which are explicitly contradictory to the information provided by the Company) contained in the Prospectus and Offering Circular are and will (at the Prospectus Date, Date and the other times when the Warranties are repeated pursuant to this Agreement) be accurate and complete in all material respects and not misleading or deceptive in any material respect. The None of the Prospectus does not contain and Offering Circular contains or will (at the Prospectus Date and the other times when the Warranties are repeated pursuant to this Agreement) not contain any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading in the material respect or which are material for disclosure thereinmisleading. All expressions of opinion or intention of or made by the Warrantors therein (including but not limited to the statements regarding the sufficiency of working capital, use of proceeds, indebtedness, prospects, dividends, material contracts and litigation) are made on reasonable grounds or, where appropriate, reasonable assumptions and are truly and honestly held by the Directors and are fairly based and there are no other material facts known or which could, upon reasonable inquiry, have been known to the Directors, the omission of disclosure therein of which would make any such statement or expression untrue, inaccurate or misleading in any material respect provided that none of the Warrantors makes any representation or warranty with respect to any statement or omission made in reliance upon and in conformity with information relating to the Sole Sponsor, the Joint Bookrunners, the Joint Lead Managers, the Co-Manager or any Underwriters Underwriter furnished to the Company in writing by such Underwriter through the Sole Global Coordinator expressly for use in the Prospectus and Offering Circular and any amendment or supplement thereto. 13.7 All forward-looking statements (including all forecasts and estimates) contained in the Prospectus and Offering Circular are made after due and proper consideration, are based on relevant assumptions referred to therein and represent reasonable and fair expectations honestly held based on facts known to the Group and/or the Warrantors or any of them and there are no other assumptions on which such forward-looking statements are based other than the assumptions referred to in the Prospectus and Offering Circular or which such forecasts ought reasonably to have been based which have not been made. Such forward-looking statements do not omit or neglect to include or take into account of any facts or matters which, to the best knowledge, information and belief of the Warrantors, which are or may be material to such forward-looking statements or to the Share OfferGlobal Offering. 13.8 Without limiting the generality of the foregoing, each of the Offer Documents contain or will containProspectus and Offering Circular contains, all particulars and information reasonably necessary to enable an investor to make an informed assessment of the activities, assets and liabilities, financial position, management and prospects of the Group and its profits and losses and of the rights attaching to the Shares Shares, and there are no other material facts the omission of which would make any statement in the Prospectus or in the Placing Documents and Offering Circular misleading in any material respect or which is in the context of the Share Offer Global Offering material for disclosure. 13.9 The Prospectus, other Public Offer Documents and Placing Documents, as of its issue date and as As of the Listing Price Determination Date, the Prospectus and as amended or supplemented, if applicable, as of the date of such amendment or supplement, do not and as of the Listing Date will Offering Circular did not include an any untrue statement of a material fact or omit omitted to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 13.10 All expressions of opinion, intention or expectation of the Company and/or the Directors contained in the Prospectus and Offering Circular at its date and all other times when the representations and warranties in this Agreement are repeated pursuant to this Agreement are made on reasonable grounds and are and will be truly and honestly held by the Directors and are and will be fairly based and there are and will be no other facts known or which could, upon reasonable inquiry, have been known to the Directors the omission of which would make any such statement or expression untrue, inaccurate or misleading in any material respect or which will or should reasonably be considered material in the context of the Global Offering. 13.11 The report prepared by the Company in respect of the adequacy of the Group’s working capital and cash flow for the 12twelve-month period after the Prospectus Date has been properly compiled by the Company on the basis of the assumptions stated therein and is presented on a basis consistent with the accounting principles and policies adopted by the Reporting Accountants in relation to the preparation of the Accountants’ Report contained in the Prospectus and Offering Circular after making proper provision for all known material liabilities (whether actual or contingent or otherwise); that the assumptions upon which the report are based have been made after due and careful enquiry and are fair and reasonable in the context of the Group and that there are no material facts known or which could on reasonable due and careful enquiry have been known to the Company or the Directors which have not been taken into account in the preparation of the report or the omission of which would make any statement made in such report or any expression of opinion or intention contained or assumption made in such report misleading in any material respectsaspects. 13.11 13.12 The Group’s profit estimate covering the period up to the forthcoming financial year end date after the Listing Date has been properly compiled by the Company on the basis of the assumptions stated therein and is presented on a basis consistent with the accounting principles and policies adopted by the Reporting Accountants in relation to the preparation of the Accountants’ Report contained in the Prospectus and Offering Circular after making proper provision for all known liabilities (whether actual or contingent or otherwise); that the assumptions upon which the report is based have been made after due and careful enquiry and are fair and reasonable in the context of the Group and that there are no material facts known or which could on due and careful enquiry have been known to the Company or the Directors which have not been taken into account in the preparation of the report or the omission of which would make any statement made in such report or any expression of opinion or intention contained or assumption made in such report misleading in any material aspects. 13.13 The business histories, interests, qualifications and experience and all the direct and indirect interests of each of the Directors and their respective associates in any of the companies which were parties to transactions required to be disclosed under the generally accepted accounting principles of Hong Kong or the applicable Laws entered into or completed within the last two years immediately preceding the Prospectus Date relating to the business of the Group, or loans to or by, or properties or other assets acquired or disposed of by or leased to or proposed to be acquired or disposed of by or leased to, the Group have been and are properly fully and accurately disclosed in all material respects in the ProspectusProspectus and Offering Circular. 13.12 Each of the Public Offer 13.14 The International Offering Documents and the Formal Notice complies comply in all respects with all applicable Laws (including the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Companies Act Law and the Listing Rules) and contain and, when each of them is issued, will contain all information and particulars which is or might be material for disclosure to potential subscriber, purchaser or Underwriters underwriter (or sub-underwritersunderwriter) of the International Offer Shares, or its advisers, or for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Group and of the rights attaching to the Shares. In particular (but without prejudice to the foregoing) the sections in the Prospectus and Offering Circular, including those headed “Risk factorsFactors”, “History History, Reorganisation and developmentGroup Structure”, “ReorganisationBusiness” and “Business” Financial Information”, are true and true, correct in all material respects and not misleading in any all material respectrespects, and sets out all material facts, matters and circumstances which could create, constitute or result in, or relate to, a risk (or risks) for the businesses, profits or assets of the Group, or be a factor which it is necessary appropriate to bring to the attention of potential investors to make them aware of and assist them in assessing the potential risks relating to the Group and an investment in the Shares, and that these the sections comply in all material respects with the minimum principles set out in the Listing Rules. 13.13 13.15 All statements and information provided by or on behalf of the Company Company, the Subsidiaries, the Warranting Shareholder or their respective directors, officers or employees in connection with any application or submission to or correspondence with the Stock Exchange are true and accurate in all material respects and are not misleading in any material respect and there are no facts which have not been disclosed to the Stock Exchange in connection with any such application, submission or correspondence which which, by their omission omission, may make any such statements untrue, inaccurate, incomplete, deceptive or misleading in any material respect or are material for disclosure to the Stock Exchange. 13.14 13.16 The Company has obtained unequivocal written consents (to the extent necessary) from third party companies or entities whose names and logos together with their relationship with the Company have been disclosed in the ProspectusProspectus and Offering Circular.